<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____ )*
Forasol-Foramer
(Name of Issuer)
Common Stock, Par Value NLG 0.01 Per Share
(Title of Class of Securities)
CUSIP No. 353 994 916 (SEDOL No. 2328357)
(Cusip Number)
Mr. Dick Haarsma
011-3120-563-5160
ING Bank N.V.
De Amsterdamse Poort, 1102 MG Amsterdam-Zuidoost
Postbus 1800 1000 BV
Amsterdam, Netherlands
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
Copy to:
Ms. Ivy Hwang
212-409-6152
ING Baring (U.S.) Securities, Inc.
667 Madison Avenue
New York, NY 10021
January 28, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4) check the following box / /.
Check the following box if a fee is being paid with the statement / / . (A fee
is not required only if the reporting person (1) has a previous statement of
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
(Page 1 of 9 Pages)
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NOTE: Six copies of this statement including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or other wise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the act (however, see the
Notes).
(Page 2 of 9 Pages)
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SCHEDULE 13D
CUSIP NO. 353 994 916 (SEDOL NO. 2328357)
-------------------------------
1) NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON:
ING Bank N.V.
13-2946164
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3) SEC USE ONLY
4) SOURCE OF FUNDS*
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
NUMBER OF SHARES 7) SOLE VOTING POWER 1,033,083
BENEFICIALLY OWNED
BY EACH REPORTING 8) SHARED VOTING POWER
PERSON
9) SOLE DISPOSITIVE POWER 1,033,083
10) SHARED DISPOSITIVE POWER
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,033,083
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ /
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 3 of 9 Pages)
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Statement Pursuant to Rule 13d-1
of the
General Rules and Regulations
Under the
Securities Exchange Act of 1934
Item 1. Security and Issuer.
This filing relates to the shares of Common Stock, par value NLG 0.01
per share (the "Shares"), of Forasol-Foramer N.V. (the "Issuer"). The Issuer has
its principal office at 16 bis rue Grange, Dame Rose, BP 100-78 143,
Velizy-Villacoublay Cedex, France.
Item 2. Identity and Background.
The corporate name of the reporting person is ING Bank N.V. ("Holder").
Holder is organized under the laws of The Netherlands and is engaged in the
financial investments and services and banking businesses. It maintains its
principal place of business at De Amsterdamse Poort, 1102 MG, Amsterdam
Zuid-Oost, Postbus 1800, 1000 AV, Amsterdam, The Netherlands.
Holder is a wholly owned subsidiary of ING Groep N.V. ("ING"), a
holding company organized under the laws of The Netherlands with subsidiaries
engaged principally in the financial services business. ING's principal
executive office is located at Strawinskylaan 2631, Postbus 810, 1000 AV
Amsterdam, The Netherlands.
Schedule 1 attached hereto and incorporated herein by reference sets
forth certain additional information with respect to each executive officer and
director of (i) Holder and (ii) ING.
During the last five years, none of (i) Holder, (ii) ING and (iii) to
the best knowledge of Holder, the persons identified in Schedule I, has been (a)
convicted of a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used to purchase the Common Stock which is subject of this
report were derived from the working capital of the Holder.
(Page 4 of 9 Pages)
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Item 4. Purpose of Transaction.
The subject shares of Common Stock directly or indirectly acquired have
been acquired for investment purposes. Holder has no plans or proposals relating
to any matters specified in paragraphs (a) through (j) of Item 4 of Schedule
13D. However, Holder reserves the right to adopt such plans or proposals in the
future, subject to applicable regulatory requirements, if any. Depending upon
market conditions, an evaluation of the business and prospects of the Issuer and
other factors, Holder or its affiliates may, in its sole discretion, purchase
additional shares of Common Stock or dispose of the subject shares of Common
Stock from time to time in the open market, in privately negotiated transactions
or otherwise, subject to market conditions and other factors.
Item 5. Interest of Securities of the Issuer.
a) As of the date on which this statement is executed, Holder
beneficially owns 1,033,083 shares of Common Stock of the Issuer, constituting
6.6% of the Issuer's issued and outstanding shares of Common Stock, based upon
the aggregate of 16,650,290 shares of Common Stock of the Issuer issued and
outstanding as of September 27, 1996 (as disclosed on Form 6-K filed with the
Securities and Exchange Commission by the issuer on September 27, 1996). Except
as described herein, none of (i) Holder or (ii) ING, and, (iii) to the best
knowledge of Holder, the persons identified in Schedule 1 hereto, presently
beneficially own any Common Stock.
b) Holder will have sole power to vote or to direct the vote of, and to
dispose or to direct the disposition of, the Common Stock which Holder may be
deemed to own beneficially (as the term is defined in Rule 13d-3).
c) Except as indicated herein, no transactions in the shares of Common
Stock have been effected by (i) Holder, (ii) ING and (iii) to the best knowledge
of Holder, by any of the persons listed on Schedule 1 hereto, during the past 60
days.
d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of , the
securities described above.
e) Not applicable.
(Page 5 of 9 Pages)
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Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Any Securities of the Issuer.
The Holder has issued a promissory note (the "Note") to one of its
affiliates, ING Baring Financial Products, a U.K. company regulated by the
Securities and Futures Authority Limited ("IBFP"). Payment on the Note is linked
to the price movement of the Shares in the market. Simultaneously, the Holder
has also bought a cash settled put option from IBFP, payment of which is linked
to any depreciation in the market price of the Shares. Notwithstanding
these transactions with IBFP, Holder continues to have sole power to vote or
dispose of the Shares it holds.
Item 7. Material Files as Exhibits.
None.
(Page 6 of 9 Pages)
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 7, 1997
ING Bank, N.V.
By: /s/Dick Haarsma
-------------------------------
Name: Dick Haarsma
Title: Senior Manager
Development and Regional
Support
(Page 7 of 9 Pages)
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SCHEDULE 1
Set forth below is the name and position of each of the executive
officers and directors of (i) Holder and (ii) ING.
Except as otherwise indicated, the principal occupation of each person
listed below is a Senior Officer of Holder or ING, as the case may be. Unless
otherwise indicated, each person listed below is a citizen of The Netherlands.
ING BANK N.V.
Board of Directors:
J. Kamminga, Chairman
J.W. Berghuis, Vice Chairman
P.F. van der Heijden
O.H.A. van Royen
G. Verhagen
Executive Officers:
G.J.A. van der Lugt, Chairman
J.H.M Lindenbergh, Member
C. Maas, Member
M Minderhoud, Member
ING GROEP N.V.
Board of Directors:
J.H. Choufoer, Chairman
T.C. Braakman, Vice-Chairman
Mrs. L.A.A. van den Berghe
J.W. Berhuis
P.F. van der Heijden
J. Kamminga
O.H.A. van Royen
J.J. van Rijn
G. Verhagen
M.Ververs
(Page 8 of 9 Pages)
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Executive Officers:
A.G. Jacobs, Chairman
G.J.A. van der Lugt, Vice Chairman
J.H. Holsboer
E. Kist
J.H.M. Lindenbergh
C. Maas
M. Minderhoud
A.H.J. Rinnooy Kan
(Page 9 of 9 Pages)
